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Contributor ○

Re: New IPOs

Preliminary prospectus.

This is a good way of doing a term trust with the possibility of extending or eliminating the term. It's similar to what Nuveen is doing with JLS and JMT - hold a self-tender offer for all shares at NAV and remove the term limit if the fund remains viable. CPZ is doing things better by being up-front about it rather than surprising shareholders a few months before termination is scheduled.

===

 

Calamos Long/Short Equity & Dynamic Income Term Trust

Common Shares of Beneficial Interest

$20.00 per Share

 

 

Investment Objective. Calamos Long/Short Equity & Dynamic Income Term Trust (the “Fund”) is a newly organized, diversified, closed-end management investment company. The Fund’s investment objective is to seek current income and risk-managed capital appreciation. There can be no assurance that the Fund will achieve its investment objective.

Term Structure. The Fund will dissolve on the twelfth anniversary of the effective date of this registration statement (the “Dissolution Date”); provided, that if the Board of Trustees (the “Board”) believes that, under then-current market conditions, it is in the best interests of the Fund to do so, the Fund may extend the Dissolution Date: (i) once for up to one year, and (ii) once for up to an additional six months, in each case upon the affirmative vote of a majority of the Board and without Shareholder (as defined below) approval. In addition, as of a date within twelve months preceding the Dissolution Date, the Board may cause the Fund to conduct a tender offer to all Shareholders to purchase Shares (as defined below) of the Fund at a price equal to the net asset value (“NAV”) per Share on the expiration date of the tender offer (the “Eligible Tender Offer”). The Board has established that, following the Eligible Tender Offer, the Fund must have at least $100 million of net assets to ensure the continued viability of the Fund (the “Dissolution Threshold”). In the Eligible Tender Offer, the Fund will offer to purchase all Shares held by each Shareholder; provided, that if the number of properly tendered Shares would result in the Fund’s net assets totaling less than the Dissolution Threshold, the Eligible Tender Offer will be terminated and no Common Shares will be repurchased pursuant to the Eligible Tender Offer. Instead, the Fund will begin (or continue) liquidating or winding up its portfolio and proceed to dissolve on the Dissolution Date. The investment adviser to the Fund, Calamos Advisors LLC (“Calamos” or the “Adviser”) will pay all costs and expenses associated with the making of the Eligible Tender Offer, other than brokerage and related transaction costs associated with disposition of portfolio investments in connection with the Eligible Tender Offer, which will be borne by the Fund and its Shareholders. The Eligible Tender Offer, if pursued, will be made, and Shareholders will be notified thereof, in accordance with the requirements of the Investment Company Act of 1940, as amended (the “1940 Act”), the Securities Exchange Act of 1934 (the “Exchange Act”) and the applicable tender offer rules thereunder (including Rule 13e-4 and Regulation 14E under the Exchange Act). If the number of properly tendered Shares would result in the Fund’s net assets totaling greater than the Dissolution Threshold, all Shares properly tendered and not withdrawn will be purchased by the Fund pursuant to the terms of the Eligible Tender Offer. See “Risk Factors—Fund Risks—Limited Term Risk.” Following the completion of the Eligible Tender Offer, the Board may eliminate the Dissolution Date upon the affirmative vote of a majority of the Board and without Shareholder approval. In making a decision to eliminate the Dissolution Date to provide for the Fund’s perpetual existence, the Board will take such actions with respect to the continued operations of the Fund as it deems to be in the best interests of the Fund, based on market conditions at such time, the extent of Shareholder participation in the Eligible Tender Offer and all other factors deemed relevant by the Board in consultation with the Adviser, taking into account that the Adviser may have a potential conflict of interest in seeking to convert to a perpetual trust. The Fund is not a so called “target date” or “life cycle” fund whose asset allocation becomes more conservative over time as its target date, often associated with retirement, approaches. In addition, the Fund is not a “target term” fund whose investment objective is to return its original NAV on the Dissolution Date. The Fund’s investment objective and policies are not designed to seek to return to investors that purchase Shares in this offering their initial investment of $20.00 per Share on the Dissolution Date or in the Eligible Tender Offer, and such investors and investors that purchase Shares after the completion of this offering may receive more or less than their original investment upon dissolution or in the Eligible Tender Offer. See “Risks Factors— Fund Risks—Limited Term Risk.”

Investment Policies. The Fund will invest, under normal circumstances, at least 80% of its managed assets in a globally diversified portfolio comprised of equity securities which are defined to include common stock, preferred stock, convertible securities and exchange-traded funds (“ETFs”) (the “Equity Sleeve”), as well as long and short equity positions managed pursuant to a long/short equity strategy (the “Long/Short Component”). The Long/Short Component will comprise at least 50% of the Fund’s managed assets with a focus on absolute returns in a risk-managed format. The Fund may invest up to 20% of its managed assets opportunistically in globally diversified income-producing securities, including high-yield and investment grade corporate securities, leveraged loans, distressed debt securities, securitized products, U.S. Treasuries and sovereign debt issued by foreign governments (“Fixed Income Sleeve”). Under current market conditions, it is anticipated that the Fund will invest initially 80% of its managed assets in equities, of which 60% will be invested in the Long/Short Component, and 20% of its managed assets in the Fixed Income Sleeve.

No Prior History. Because the Fund is newly organized, its common shares have no history of public trading. Shares of closed-end funds frequently trade at a discount from their NAV. The risk of loss due to a market discount may be greater for initial investors expecting to sell their shares in a relatively short period after completion of the public offering. It is anticipated that our common shares will be approved for listing on the NASDAQ Global Select Market under the symbol “CPZ.”

 

Highlighted
Contributor ○

Re: New IPOs

This fund has changed its name from "RiverNorth Opportunistic Municipal Income Fund II " since it originally filed a preliminary prospectus. I expect the mandate has changed accordingly. Preliminary prospectus.

===

RiverNorth Managed Duration Municipal Income Fund, Inc.
Common Stock
$20.00 per Share

The Fund. RiverNorth Managed Duration Municipal Income Fund, Inc. (the “Fund”) is a newly organized, diversified, closed-end management investment company.

Investment Objectives. The Fund’s primary investment objective is current income exempt from regular U.S. federal income taxes (but which may be includable in taxable income for purposes of the Federal alternative minimum tax). The Fund’s secondary investment objective is total return. There is no assurance that the Fund will achieve its investment objectives.

Principal Investment Strategies. Under normal market conditions, the Fund will seek to achieve its investment objectives by investing, directly or indirectly, at least 80% of its Managed Assets (as defined below) in municipal bonds, the interest on which is, in the opinion of bond counsel to the issuers, generally excludable from gross income for regular U.S. federal income tax purposes, except that the interest may be includable in taxable income for purposes of the Federal alternative minimum tax (“Municipal Bonds”). In order to qualify to pay exempt-interest dividends, which are items of interest excludable from gross income for federal income tax purposes, the Fund will seek to invest at least 50% of its Managed Assets directly in such Municipal Bonds. See “Risks—Investment-Related Risks—Tax Risks.” In addition, under normal market conditions, the Fund will seek to maintain Managed Assets with a weighted average effective duration that is within three years of the weighted average effective duration of the Bloomberg Barclays Municipal Bond Index. See “Investment Objectives, Strategies and Policies—Principal Investment Strategies—Managed Duration Strategy.”

The Fund will seek to allocate its assets among the two principal investment strategies described below:

Tactical Municipal Closed-End Fund Strategy (25% - 50% of Managed Assets): This strategy will seek to (i) generate returns through investments in closed-end funds, exchange-traded funds and other investment companies (collectively, the “Underlying Funds”) that invest, under normal market conditions, at least 80% of their net assets, plus the amount of any borrowings for investment purposes, in Municipal Bonds, and (ii) derive value from the discount and premium spreads associated with closed-end funds that invest, under normal market conditions, at least 80% of their net assets, plus the amount of any borrowings for investment purposes, in Municipal Bonds.

Municipal Bond Income Strategy (50% - 75% of Managed Assets): This strategy seeks to capitalize on inefficiencies in the tax-exempt and tax-advantaged securities markets through investments in Municipal Bonds. Under normal market conditions, the Fund may not directly invest more than 25% of the Managed Assets allocated to this strategy in Municipal Bonds in any one industry or in any one state of origin, and the Fund may not directly invest more than 5% of the Managed Assets allocated to this strategy in the Municipal Bonds of any one issuer, except that the foregoing industry and issuer restrictions shall not apply to general obligation bonds and the Fund will consider the obligor or borrower underlying the Municipal Bond to be the “issuer.” The Fund may invest up to 30% of the Managed Assets allocated to this strategy in Municipal Bonds that pay interest that may be includable in taxable income for purposes of the Federal alternative minimum tax. The Fund can invest, directly or indirectly through Underlying Funds, in bonds of any maturity; however, under this strategy, it will generally invest in Municipal Bonds that have a maturity of five years or longer at the time of purchase.

No Prior History. Because the Fund is newly organized, the shares of the Fund’s common stock (the “Common Shares”) have no history of public trading. Common shares of closed-end funds frequently trade at prices lower than net asset value. The risk of loss due to this discount may be greater for initial investors expecting to sell their Common Shares in a relatively short period after the completion of this initial public offering. The Fund intends to list the Common Shares on the New York Stock Exchange (the “NYSE”), subject to notice of issuance. The trading or ticker symbol of the Common Shares is expected to be “RMM.”

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Highlighted
Contributor ○

Re: New IPOs

Blackrock Science and Technology Trust 2 (BSTZ) listed on NYSE yesterday.

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Highlighted
Explorer ○○

Re: New IPOs

@acamus 

Is BSTZ somehow different from BST? I can’t find much info.....was wondering if it was more smaller cap focused? Thanks for alerting us to this!

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Highlighted
Contributor ○

Re: New IPOs


@Graust wrote:

@acamus 

Is BSTZ somehow different from BST? I can’t find much info.....was wondering if it was more smaller cap focused? Thanks for alerting us to this!


They look very similar. Maybe I'm missing a more significant difference but looks like the main one might be that BSTZ has a limited term of 12 years whereas BST has no limited term.

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Highlighted
Explorer ○○

Re: New IPOs


@acamus wrote:

@Graust wrote:

@acamus 

Is BSTZ somehow different from BST? I can’t find much info.....was wondering if it was more smaller cap focused? Thanks for alerting us to this!


They look very similar. Maybe I'm missing a more significant difference but looks like the main one might be that BSTZ has a limited term of 12 years whereas BST has no limited term.


I thought the boilerplate was the same. Thank you! I’m debating on buying now, or waiting until the issuer support goes away. I’m thinking, though, because it’s an equity fund, and we are in a fairly benign trading environment (though there are many potential and actual risks present and accounted for), the chances of this dropping below $20 (save for a market pullback) are slim.

Thanks again, @acamus 

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Highlighted
Contributor ○

Re: New IPOs

This is different. Would also be exchange listed. Preliminary prospectus.

===

SCS INSURANCE OPPORTUNITIES FUND
Common Shares of Beneficial Interest
 
SCS Insurance Opportunities Fund (the "Fund") is a newly   organized Delaware statutory trust that is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as a non-diversified, closed-end management investment company.  Sentinel Capital Solutions, Inc. will serve as the Fund's investment adviser (the "Advisor").
 
The Fund's investment objective is to seek capital appreciation while providing a small to moderate level of current income.  The Fund will seek to make quarterly distributions, however, distributions will only be paid if the yield from certain of the Fund's investments (guaranteed interval payments and debt securities only) is larger than expenses. The Fund pursues its investment objective by investing, through brokers, primarily in a combination of life insurance policy assets and certain guaranteed interval payments.  The guaranteed interval payments which the Fund plans to pursue include annuities, lottery payments, and structured settlements.     There is no assurance that the Fund will achieve its investment objective.
 
This Prospectus (the "Prospectus") sets forth concisely the information about the Fund that you should know before deciding whether to invest in the Fund's shares, and you should retain this Prospectus for future reference.     A Statement of Additional Information, dated [●], 2019 (the "SAI"), and other materials containing additional information about the Fund, have been filed with the Securities and Exchange Commission (the " SEC ").   The SAI is incorporated by reference in its entirety into this Prospectus, which means it is considered to be part of this Prospectus.     You may request a free copy of the SAI, the table of contents of which is on page [●] of this Prospectus, and other information filed with the SEC, by calling [toll free] [●] or by writing to the Fund c/o [●].     The Fund will file annual and semi-annual shareholder reports and other information with the SEC.     To obtain this information or the Fund's SAI electronically, please visit the Fund's web site (www. [●].com) or call toll free [●].     You may also call this number to request additional information or to make other inquiries pertaining to the Fund.   You may also obtain a copy of any information regarding the Fund filed with the SEC from the SEC's web site (http://www.sec.gov).
Because the Fund is newly organized, the shares of the Fund's common shares of beneficial interest ("Shares") have no history of public trading. Common stock of closed-end funds frequently trades at prices lower than net asset value. The risk of loss due to this discount may be greater for initial investors expecting to sell their Shares in a relatively short period after the completion of this initial public offering. It is expected that the Shares will be approved for listing on the New York Stock Exchange, subject to notice of issuance. The trading or ticker symbol of the Shares is expected to be "SIO."
 
An investment in our Shares involves a high degree of risk including risks related to the following:
 
·
Investments in Life Insurance Policy Assets and guaranteed interval payments are highly speculative;
·
Life Insurance Policy Assets and guaranteed interval payments are illiquid and cannot be readily sold;
·
There is no readily available market for the Fund's primary investments. Therefore, the calculation of the Fund's net asset value involves many assumptions and could be wrong;
·
Investing in Life Insurance Policy Assets and guaranteed interval payments involves risks that the Fund may not be able to collect on the insurance policy and the insured may live longer than anticipated; and
·
The amount of distributions that the Fund may pay, if any, is uncertain.
 
We are subject to a number of additional risks which you should be aware of before you buy our Shares in this offering. These risks are discussed more fully in the section entitled " Risk Factors " beginning on page [   ]. 
Price to Public(1)
Offering
Expenses
Sales
Load
Structuring
Fee
Proceeds to
the Fund(2)
  Per Share
$[●]
$[●]
$[●]
$[●]
  Total
$[●]
$[●]
$[●]
$[●]
  Total assuming full exercise of the
  over-allotment option(1)
$[●]
$[●]
$[●]
$[●]

(1) The Fund has granted the Underwriters an option to purchase up to an additional [●] Shares at the public offering price, less the sales load, within 45 days of the date of this Prospectus solely to cover over-allotments, if any. See " Underwriting ."
 
(2) Organizational are not expected to exceed $[●] and will be borne by the Advisor.     The net proceeds to the Fund after the imposition of the sales load and structuring fee and payment of the estimated offering expenses of $[●] would be approximately $[●].
 
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this Prospectus is truthful or complete.     Any representation to the contrary is a criminal offense.
The underwriters expect to deliver the common shares to purchasers on or about [●], 2019 .
 
Securities Offered.  The Fund is offering to sell, under the terms of this Prospectus, up to [●] Shares with an aggregate offering price of $[●] through a group of underwriters led by Network 1 Financial Securities, Inc. (the " Underwriters ") on a firm commitment basis.  The Fund has granted the Underwriters an option to purchase up to an additional [●] Shares at the public offering price, less the sales load, within 45 days of the date of this Prospectus solely to cover over-allotments, if any. See " Underwriting ."
Investment Adviser.     Sentinel Capital Solutions, Inc., (the " Advisor ") serves as the Fund's investment adviser.     The Advisor is a Maryland corporation located at 38 South Potomac Street, Suite 203, Hagerstown, Maryland 21740.     For additional information regarding the Advisor, see " Management of the Fund " herein.
 
Investment Portfolio.     The Fund's investment portfolio will be comprised primarily of a combination of life insurance policy assets and certain guaranteed interval payments.  The guaranteed interval payments which the Fund plans to pursue include annuities, lottery payments, and structured settlements.   Because the Fund will be required to make ongoing premium payments for the life insurance policy assets it purchases, and the Fund will incur operating and other expenses, the Fund will endeavor to maintain liquid assets sufficient to meet estimated future premium and expense payments.  Life insurance policy premiums are not Fund expenses; rather, they are the cost of the investment (along with the cost of buying the policy). Accordingly, up to 9.9% of the Fund's net assets may, as determined by the Advisor in its discretion, be comprised of debt securities (which securities may include high-yield aka " junk " bonds) with a minimum yield of 8% and a life expectancy of less than ten (10) years. 
 
Management Fees.     The Fund will pay the Advisor an annual investment management fee of 1.00% of the Fund's average daily net assets.    
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Highlighted
Contributor ○○

Re: New IPOs

Weirdly enough, I have a whole book on those kinds of insurance investing.  We did it once upon a time, with generally underwhelming results.  The insurance industry really dislikes this stuff and will litigate when they don't believe there is insurable interest.  Some of that issue has been more settled by now, but not totally.

There was a pretty awesome case up in Canada a while back (that was resolved in favor of the mutual) about where the concept of the insurance was held more important by the courts than the black letter of the contract.  It was something related to the amount of money that could be socked away in a policy at some guaranteed return.  Some HFs decided to load up on that, in a ZIRP world, so the insurers fought back.  Worth googling.

I will admit, at least something like that makes some 'sense' as a CEF, in that its a strategy that should have some eventual cash returns, which are uncertain in timing, and patient shareholders who can live without daily at NAV liquidity might be able to harvest some of that time premium.  

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Participant ○○○

Re: New IPOs

@acamus and @Graust re BSTZ.. it is still in a green shoe period, so you won't be seeing much of the NAV movement, but it is very distinct from BST.  BST is a large tech -- your Microsoft/ Google/ Visa/ Salesforce, etc.  -- basically a standard pool similar to tons of other funds.  BSTZ is small and medium size tech -- there shouldn't be a single position that is in both.  Additionally, BSTZ will have a bunch in pre-IPO deals.  They should have a list of 10 largest holdings in a couple of weeks, and full disclosure mid August, at which point they also should start distributing call premia as ROC...

Highlighted
Contributor ○

Re: New IPOs

Preliminary prospectus

===

Kayne Anderson Income Strategies Fund

            Shares

$                per Share

 

Kayne Anderson Income Strategies Fund (the “Fund,” “we,” “us” or “our”) is a newly organized, non-diversified, closed-end management investment company under the Investment Company Act of 1940, as amended.

Investment Objective. Our investment objective is to provide our common shareholders with a high level of total return with an emphasis on current distributions. We expect to achieve our investment objective by investing at least 80% of our assets in income-generating investments, with a particular focus on Energy & Infrastructure Equity Investments, Direct Lending Investments and Liquid Credit Investments. We cannot assure you that we will achieve our investment objective.

Investment Adviser. We will be managed by Kayne Anderson Fund Advisors, LLC (our “Adviser”), an affiliate of Kayne Anderson Capital Advisors, L.P. (“KACALP” and, together with its affiliates, “Kayne Anderson”). Our Adviser will be responsible for overseeing our overall investment strategy and its implementation. Each of our Adviser and KACALP is registered as an investment adviser under the Investment Advisers Act of 1940, as amended.

Kayne Anderson is a leading alternative investment management firm founded in 1984. As of May 31, 2019, Kayne Anderson managed $30 billion of assets across a variety of strategies. Kayne Anderson has a broad team of research and portfolio management professionals dedicated to its Energy & Infrastructure Equity Investments, Direct Lending Investments and Liquid Credit Investments, and we believe Kayne Anderson’s substantial market knowledge will provide it with the ability to recognize long-term trends and to identify differences in relative value when allocating among individual investment opportunities in the Fund’s portfolio.

No Prior History. Prior to this offering, there has been no public or private market for our common shares. We intend to apply for the listing of our common shares on the New York Stock Exchange under the ticker symbol “KIF” subject to notice of issuance. Shares of closed-end management investment companies frequently trade at prices lower than their net asset value or initial offering price. This discount risk may be greater for investors expecting to sell shares shortly after the completion of this offering.

Investing in our securities involves certain risks. You could lose some or all of your investment. You should consider carefully these risks, together with all of the other information contained in this prospectus before making a decision to purchase our securities. See “Risk Factors” beginning on page 22 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

         
   Per
Share
   Total(1) 

Public offering price

  $                $              

Sales load(2)

  $    $  

Proceeds to the Fund(3)

  $    $  

The underwriters expect to deliver the common shares to purchasers on or about                , 2019.

 

(1)

The underwriters named in this prospectus have the option to purchase up to                additional common shares at the public offering price within                days from the date of this prospectus solely to cover over-allotments, if any. If the over-allotment option is exercised in full, the total public offering price and proceeds to us will be $                and $                , respectively. See “Underwriters.”

(2)

KACALP, an affiliate of our Adviser (and not the Fund), has agreed to pay, from its own assets (a) compensation of $                per share to the underwriters in connection with this offering, and separately (b) an upfront structuring and syndication fee to                , and may pay certain other qualifying underwriters a structuring fee, a sales incentive fee or other additional compensation in connection with this offering. These fees and compensation are not reflected under “Sales load” in the table above. See “Underwriters—Compensation to Be Paid by Our Adviser.”

(3)

KACALP has agreed to pay all organizational expenses of the Fund and all offering costs associated with this offering. We are not obligated to repay any such organizational expenses or offering costs paid by KACALP.

 

Rationale for the Fund. The Fund seeks to capitalize on the significant experience of Kayne Anderson’s energy & infrastructure and credit investment teams, with a portfolio targeting Energy & Infrastructure Equity Investments (including Renewable Energy Infrastructure Companies), Direct Lending Investments and Liquid Credit Investments. Kayne Anderson designed the Fund to provide investors access to what we currently see as attractive income-generating investment strategies, offering active portfolio management in a process that is rooted in the firm’s core investment philosophy.

The Fund offers investors an opportunity to participate in a portfolio that offers a diversified mix of equity investments in the energy & infrastructure sector and credit investments across a variety of sectors. Prior to this offering, retail investors have not had the opportunity to invest in the firm’s renewable energy infrastructure, direct lending and liquid credit strategies. Kayne Anderson believes that the Fund is an efficient way for investors to have exposure to these types of income-generating instruments.

Distributions. We intend to make monthly cash distributions to common shareholders. In addition, on an annual basis, we intend to distribute in the last calendar quarter realized net capital gains, if any. Our monthly distributions may include return of capital, which represents a return of a shareholder’s original investment in the Fund. See “Distributions.”

Leverage. We generally will seek to enhance our total returns through the use of financial leverage, which may include the issuance of Leverage Instruments. Under normal market conditions, our policy is to utilize Leverage Instruments in an amount that represents approximately 25% of our total assets. However, based on market conditions, the actual amount of leverage that we use may exceed (or be less than) 25% of our total assets to the extent permitted by the Investment Company Act of 1940, as amended. We expect our initial leverage to consist of floating rate borrowings under a revolving credit facility.

This prospectus sets forth the information about the Fund that you should know before investing. You should read this prospectus before deciding whether to invest in our securities. You should retain this prospectus for future reference. A statement of additional information, dated                 , 2019, as supplemented from time to time, containing additional information, has been filed with the Securities and Exchange Commission (“SEC”) and is incorporated by reference in its entirety into this prospectus. You may request a free copy of the statement of additional information (the table of contents of which is on page 92 of this prospectus), our annual, semi-annual and quarterly reports (when available), and other information about the Fund or make shareholder inquiries, by calling toll-free at (877) 657-3863 or by writing to us at 811 Main Street, 14th Floor, Houston, Texas 77002, Attention: Investor Relations Department. Certain information about the Fund also will be available for free on our Adviser’s website at www.kaynefunds.com (information included on such website does not form part of this prospectus) or from the SEC’s website (www.sec.gov).

Our securities do not represent a deposit or obligation of, and are not guaranteed or endorsed by, any bank or other insured depository institution and are not federally insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency.

Term. Our Declaration of Trust provides that we will have a limited existence and will dissolve as of the close of business twelve years from the effective date of the initial registration statement of the Fund (the “Termination Date”); provided that our Board of Trustees (the “Board”) may, in its sole discretion and without any action by the shareholders of the Fund, by a majority vote extend the Termination Date (1) for one period that may in no event exceed one year following the Termination Date, and (2) for one additional period that may in no event exceed one year, in each case without a vote of our shareholders. Each holder of common shares of beneficial interest (“common shares”) of the Fund would be paid a pro rata portion of the Fund’s net assets upon termination of the Fund. Notwithstanding the foregoing, if our Board determines to cause the Fund to conduct an Eligible Tender Offer (as defined herein) and the Eligible Tender Offer is completed, the Board may, in its sole discretion and without any action by our shareholders, eliminate the Termination Date and provide for our perpetual existence, subject to the terms and conditions described herein.

Our Declaration of Trust provides that an eligible tender offer (an “Eligible Tender Offer”) is a tender offer by the Fund to purchase up to 100% of the then-outstanding common shares of the Fund as of a date within the twelve months preceding the Termination Date. It is anticipated that shareholders who properly tender common shares in the Eligible Tender Offer will receive a purchase price equal to the net asset value per share as of a date following the expiration date of the Eligible Tender Offer and prior to the payment date. Our Declaration of Trust provides that, following an Eligible Tender Offer, the Fund must have at least $100 million of net assets to ensure our continued viability (the “Termination Threshold”). If the number of properly tendered common shares would result in our net assets totaling less than the Termination Threshold, the Eligible Tender Offer will be terminated and no common shares will be repurchased pursuant to the Eligible Tender Offer. Instead, we will begin (or continue) liquidating our investment portfolio and proceed to terminate on the Termination Date. If the number of properly tendered common shares would result in our net assets totaling greater than the Termination Threshold, we will purchase all common shares properly tendered and not withdrawn pursuant to the terms of the Eligible Tender Offer. Following the completion of an Eligible Tender Offer, our Board may vote to eliminate the Termination Date without a vote of our shareholders and cause the Fund to have a perpetual existence.

Our final distribution to common shareholders on the Termination Date and the amount paid to participating common shareholders upon completion of an Eligible Tender Offer will be based upon our net asset value at such time. Depending on a variety of factors, the amount distributed to common shareholders in connection with our termination or paid to participating common shareholders upon completion of an Eligible Tender Offer may be significantly less than an investor’s original investment. Additionally, given the nature of certain of our investments, the amount actually distributed upon our termination may be less than our net asset value per share on the Termination Date, and the amount actually paid upon completion of an Eligible Tender Offer may be less than our net asset value per share on the expiration date of the Eligible Tender Offer. See “Risk Factors— Risks Related to Our Business and Structure—Limited Term and Tender Offer Risks.”

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Participant ○○○

Re: New IPOs

BNY Mellon Alcentra Global Multi-Strategy Credit Fund

below are bios of the managers..

Donald J Salvino

Managing Director & Head of Retail Products

Don is Managing Director & Head of Retail Products for Alcentra. Don sits on Alcentra’s product committee and focuses on product development, marketing and strategic business initiatives. His responsibilities also include managing the firm’s third party distribution relationships working as a liaison between portfolio management and our partners. Don joined BNY/Alcentra in 2013 and working in a similar capacity with BNY’s entire boutique asset managers focusing on Alternative Investments. Prior to joining BNY/Alcentra, Don was Managing Director and Head of Business Development for Highland Funds from 2003 to 2012, where he built and managed Highland’s mutual fund distribution business comprised of over 20 funds. With over 20 years of relative experience, Don worked in similar roles at PIMCO, Jackson National Life, Fortis Financial Group and Circle Trust Company. Don graduated from Western Connecticut State University with a BA in Communications & Theater Arts and holds FINRA Series 7, 6, 63 & 26.

Leland Hart

Head of US Loans & High Yield

Leland Hart joined Alcentra in January 2018 as Managing Director and Head of US Loans & High Yield. Leland joined Alcentra from BlackRock Asset Management, where he was a Managing Director having joined in 2009. As head of loans and CLOs, he had primary responsibility for investing, fundraising and managing the firm’s loan business, including mutual funds, CLOs, and separate accounts. He was also co-head of the global infrastructure debt group. Prior to BlackRock, Leland was a Managing Director in the Leveraged Capital Markets Group of Lehman Brothers, where he worked for eight years. He started his career as a banker at Continental Bank and following the bank’s merger with Bank of America, he joined Bank of America’s high yield group. He earned a B.A., **bleep** Laude, from Middlebury College in 1991 and a M.B.A. degree from the University of Chicago in 1997.

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Contributor ○

Re: New IPOs

RiverNorth Managed Duration Municipal Income Fund (RMM) lists on New York Stock Exchange today.

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Contributor ○

Re: New IPOs

Preliminary prospectus

===

Nuveen Municipal Credit Opportunities Fund

Common Shares

$15.00 per Share

 The Fund.    Nuveen Municipal Credit Opportunities Fund (the “Fund”) is a newly organized, diversified, closed-end management investment company. The Fund’s primary investment objective is to provide a high level of current income exempt from regular U.S. federal income tax. The Fund’s secondary investment objective is to seek total return. There can be no assurance that the Fund will achieve its investment objectives or that the Fund’s investment strategies will be successful.

Fund Strategies and Policies.    The Fund seeks to achieve its investment objectives by investing, under normal circumstances, at least 80% of its Assets (as defined on page 4) in municipal securities, the interest on which is exempt from regular U.S. federal income tax. The Fund will focus on high yielding, low- to medium-quality municipal securities that the Fund’s subadviser believes are undervalued, based upon its bottom-up, research-intensive investment strategy. Low- to medium-quality municipal securities are municipal securities rated Baa/BBB or lower at the time of investment or are unrated but judged by the Fund’s subadviser to be of comparable quality. The Fund may invest without limit in such low- to medium-quality municipal securities. The Fund may invest up to 30% of its Managed Assets (as defined on page 4) in municipal securities rated, at the time of investment, Caa/CCC or lower.

No Prior History.    Because the Fund is newly organized, its common shares of beneficial interest (“Common Shares”) have no history of public trading. Shares of closed-end investment companies frequently trade at a discount from their net asset value. This risk of loss due to the discount may be greater for investors who expect to sell their shares in a relatively short period after completion of the public offering. It is expected that the Fund’s Common Shares will be approved for listing on the New York Stock Exchange. The trading or “ticker” symbol is “NMCO.”

This prospectus sets forth concisely information about the Fund that a prospective investor should know before investing, and should be retained for future reference. Investing in the Fund’s Common Shares involves certain risks. The Fund’s anticipated exposure to below investment grade securities (high yield or junk bonds) involves special risks, including an increased risk with respect to the issuer’s capacity to pay interest or dividends and repay principal. You could lose some or all of your investment. See “Risks” beginning on page 47 of this prospectus. Certain of these risks are summarized in “Prospectus Summary—Special Risk Considerations” beginning on page 12 of this prospectus.

Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

         
   Per Share

   Total(1)

 

Public offering price

  $15.00   $              

Sales load(2)

   None    None 

Proceeds to the Fund(3)

  $15.00   $  

 

The underwriters expect to deliver the Common Shares to purchasers on or about                                     , 2019.

(1) 

The Fund has granted the underwriters an option to purchase up to                                  additional Common Shares at the public offering price within 45 days from the date of this prospectus solely to cover over-allotments, if any. If such option is exercised in full, the total public offering price and proceeds to the Fund will be approximately $                                 and $                                , respectively. See “Underwriters.”

 

(2) 

Nuveen Fund Advisors, LLC, the Fund’s investment adviser (and not the Fund), has agreed to pay, from its own assets, (a) compensation of $                 per share to the underwriters in connection with this offering and separately (b) an upfront structuring fee to                                         , upfront fees to                                         , and may pay certain other qualifying underwriters a structuring fee, a sales incentive fee or other additional compensation in connection with the offering. These fees and compensation are not reflected under “Sales load” in the table above. See “Underwriters—Compensation to be Paid by Nuveen Fund Advisors.”

 

(3) 

Nuveen Fund Advisors, LLC has agreed to (i) reimburse all organizational expenses of the Fund and (ii) pay the Fund’s offering costs. The Fund is not obligated to repay any such organizational expenses or offering costs paid by Nuveen Fund Advisors, LLC.

 

Fund Strategies. Low-to medium-quality municipal securities include below investment grade securities (securities rated BB+/Ba1 or lower). Below investment grade securities are regarded as having predominately speculative characteristics with respect to the issuer’s capacity to pay interest or dividends and repay principal, which implies higher price volatility and default risk than investment grade instruments of comparable terms and duration.

Leverage.    The Fund anticipates using leverage in order to pursue its investment objectives. If current market conditions persist, the Fund intends initially to use leverage obtained through issuing preferred shares of beneficial interest (“Preferred Shares”), which have seniority over the Common Shares, investing in residual interest certificates of tender option bond trusts, also called inverse floating rate securities, that have the economic effect of leverage because the Fund’s investment exposure to the underlying bonds held by the trust have been effectively financed by the trust’s issuance of floating rate certificates, or a combination of both in an aggregate amount equal to approximately 38% of the Fund’s Managed Assets. The Fund may reduce or increase the amount of leverage based upon changes in market conditions and composition of the Fund’s holdings. The Fund’s leverage ratio will vary from time to time based upon such changes in the amount of leverage used and variations in the value of the Fund’s holdings. The Fund may use leverage to the extent permitted by the Investment Company Act of 1940 (the “1940 Act”). In addition, the Fund may use derivatives that have the economic effect of leverage. The use of leverage creates special risks for common shareholders. See “Leverage,” “Risks — Fund Level Risks — Leverage Risk,” “Portfolio Composition and Other Information — Municipal Securities — Inverse Floating Rate Securities” and “Risks — Portfolio Level Risks — Inverse Floating Rate Securities Risk.” There is no assurance that the Fund will use leverage or that the Fund’s use of leverage will work as planned or achieve its goals.

[Twelve]-Year Term.    In accordance with the Fund’s Declaration of Trust, the Fund intends to terminate on the first business day of the month that follows the [twelfth] anniversary of the effective date of the Fund’s initial registration statement, which is currently anticipated to be October 1, 203[1] (the “Stated Termination Date”). The Board of Trustees of the Fund (the “Board of Trustees”) may vote to extend the term of the Fund for up to two years (in the event of any such extension, the termination date shall be referred to as the “Extended Termination Date” and the later of the Stated Termination Date and the Extended Termination Date is referred to as the “Termination Date”). Furthermore, the Board of Trustees may determine to cause the Fund to conduct a tender offer to purchase up to 100% of the then-outstanding Common Shares as of a date within the 6-18 months preceding the Termination Date (an “Eligible Tender Offer”). If an Eligible Tender Offer is completed, the Board of Trustees may, in its sole discretion and without any action by the shareholders of the Fund, provide that the Fund may continue without limitation of time, subject to the terms and conditions described herein. If an Eligible Tender Offer is not conducted, the Fund will, no later than the Termination Date, cease investment operations, retire or redeem its leverage facilities, liquidate its investment portfolio (to the extent possible) and, on or after the Termination Date, the Fund will distribute all of its liquidated net assets to common shareholders of record in one or more distributions. See “Prospectus Summary — [Twelve]-Year Term; Eligible Tender Offer” and “Risks — Fund Level Risks — [Twelve]-Year Term and Tender Offer Risks.”

Fund Distributions.    The Fund currently intends to declare and pay monthly distributions to Common Shareholders at a level rate (stated in terms of a fixed cents per Common Share dividend rate) based on the projected performance of the Fund. The Fund’s ability to maintain a level Common Share dividend rate will depend on a number of factors, including expenses related to the Fund’s use of leverage. As portfolio and market conditions change, the rate of dividends on the Common Shares and the Fund’s dividend policy could change. The Fund also intends to declare and pay any taxable capital gains or other taxable distributions once a year at year end. See “Distributions.”

 

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Re: New IPOs

I wonder if Nuveen plans to put some P R securities in the new CEF. 

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Re: New IPOs

HFRO to issue fixed rate, perpetual, retail preferred stock. Preliminary prospectus

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Re: New IPOs

Preliminary prospectus


BlackRock Health Sciences Trust II

Common Shares

Investment Objectives. BlackRock Health Sciences Trust II (the “Trust”) is a newly-organized, non-diversified, closed-end management investment company with no operating history. The Trust’s investment objectives are to provide total return and income through a combination of current income, current gains and long-term capital appreciation. There can be no assurance that the Trust’s investment objectives will be achieved or that the Trust’s investment program will be successful.

Investment Advisor. The Trust’s investment adviser is BlackRock Advisors, LLC (the “Advisor”).

Investment Strategy. Under normal market conditions, the Trust will invest at least 80% of its total assets in equity securities of companies engaged in the health sciences and related industries and equity derivatives with exposure to the health sciences industry.

As part of its investment strategy, the Trust intends to employ a strategy of writing (selling) covered call options on a portion of the common stocks in its portfolio, writing (selling) other call and put options on individual common stocks, and, to a lesser extent, writing (selling) call and put options on indices of securities and sectors of securities. This options writing strategy is intended to generate current gains from options premiums and to enhance the Trust’s risk-adjusted returns.

The Trust may invest up to 20% of its total assets in other investments, including equity securities issued by companies that are not engaged in the health sciences and related industries and debt securities issued by any issuer, including non-investment grade debt securities. The Trust’s investments in non-investment grade securities and those deemed to be of similar quality are considered speculative with respect to the issuer’s capacity to pay interest and repay principal and are commonly referred to as “junk” or “high yield” securities. See “Risks—Below Investment Grade Securities Risk.”

The Trust’s common shares of beneficial interest (the “common shares”) are expected to be listed on the New York Stock Exchange, subject to notice of issuance, under the symbol “[●].”

No Prior History. Because the Trust is newly organized, its common shares have no history of public trading. Shares of closed-end investment companies frequently trade at a discount from their net asset value. The risk of loss due to this discount may be greater for investors expecting to sell their shares in a relatively short period after completion of the public offering.

Investing in the Trust’s common shares involves certain risks that are described in the “Risks” section beginning on page 65 of this prospectus. Certain of these risks are summarized in “Prospectus Summary—Special Risk Considerations” beginning on page 12.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

         
   Per
Share
   Total(1) 

Public Offering Price

  $[●  $[●

Sales Load(2)

   None    None 

Proceeds to the Trust(3)

  $[●  $[●

 

The underwriters expect to deliver the common shares to purchasers on or about [●], 2019.

 

(1)

The Trust has granted the underwriters an option to purchase up to [●] additional common shares at the public offering price within [●] days of the date of this prospectus solely to cover over-allotments, if any. If such option is exercised in full, the public offering price, sales load and proceeds to the Trust will be $[●], $0.00 and $[●], respectively. See “Underwriters.”

(2)

The Advisor (and not the Trust) has agreed to pay, from its own assets, compensation of $[●] per common share to the underwriters in connection with this offering. Separately, the Advisor (and not the Trust) has agreed to pay, from its own assets, an upfront structuring fee to each of [●]. The Advisor and certain of its affiliates (and not the Trust) expects to pay compensation to certain registered representatives of BlackRock Investments, LLC (an affiliate of the Advisor) that participate in the marketing of the Trust’s common shares. See “Underwriters—Additional Compensation Paid by the Advisor.”

(3)

The Advisor has agreed to pay all organizational expenses of the Trust and all offering costs associated with this offering. The Trust is not obligated to repay any such organizational expenses or offering costs paid by the Advisor.

Investment Strategy (continued). Companies in the health sciences industry include health care providers as well as businesses involved in researching, developing, producing, distributing or delivering medical, dental, optical, pharmaceutical or biotechnology products, supplies, equipment or services or that provide support services to these companies. These companies also include those that own or operate health facilities and hospitals or provide related administrative, management or financial support. Other health sciences industries in which the Trust may invest include: clinical testing laboratories; diagnostics; hospital, laboratory or physician ancillary products and support services; rehabilitation services; employer health insurance management services; and vendors of goods and services specifically to companies engaged in the health sciences. The Advisor determines, in its discretion, whether a company is engaged in the health sciences and related industries.

While the Trust will invest primarily in companies providing products and services for human health, it may also invest in companies whose products or services relate to the growth or survival of animals and plants. Non-human health sciences industries include companies engaged in the development, production or distribution of products or services that: increase crop, animal and animal product yields by enhancing growth or increasing disease resistance; improve agricultural product characteristics, such as taste, appearance, nutritional content and shelf life; reduce the cost of producing agricultural products; or improve pet health.

The Trust will consider a company to be principally engaged in a health sciences or related industry if 50% or more of its revenues are derived from, or 50% or more of its assets are related to, its health sciences business. The Trust will concentrate its investments in the health sciences industry.

The Trust may invest in companies of any market capitalization located anywhere in the world, including companies located in emerging markets. The Trust will focus its investments in mid- and small-capitalization companies. Foreign securities in which the Trust may invest may be U.S. dollar-denominated or non-U.S. dollar-denominated.

Equity securities in which the Trust anticipates investing include common stocks, preferred stocks, convertible securities, warrants, depositary receipts and equity interests in real estate investment trusts that own hospitals. The Trust may invest in shares of companies through initial public offerings (“IPOs”). The Trust may also invest, without limit, in privately placed or restricted securities (including in Rule 144A securities, which are privately placed securities purchased by qualified institutional buyers), illiquid securities and securities in which no secondary market is readily available, including those of private companies. Issuers of these securities may not have a class of securities registered, and may not be subject to periodic reporting, pursuant to the Securities Exchange Act of 1934, as amended. Under normal market conditions, the Trust currently intends to invest up to 25% of its total assets, measured at the time of investment, in such securities. The Trust expects certain of such investments to be in “pre-IPO securities,” which are securities of new and early stage companies, often funded by venture capital, whose securities have not been offered to the public and are not publicly traded.

Over time, as the Trust writes covered call options over more of its portfolio, its ability to benefit from capital appreciation on the underlying securities may become more limited, and the Trust will lose money to the extent that it writes covered call options and the securities on which it writes these options appreciate above the exercise price of the option. Therefore, over time, the Advisor may choose to decrease its use of a covered call options writing strategy to the extent that it may negatively impact the Trust’s ability to benefit from capital appreciation.

Leverage. The Trust currently does not intend to borrow money or issue debt securities or preferred shares. The Trust is, however, permitted to borrow money or issue debt securities in an amount up to 33 1/3% of its Managed Assets (50% of its net assets), and issue preferred shares in an amount up to 50% of its Managed Assets (100% of its net assets). “Managed Assets” means the total assets of the Trust (including any assets attributable to money borrowed for investment purposes) minus the sum of the Trust’s accrued liabilities (other than money borrowed for investment purposes). Although it has no present intention to do so, the Trust reserves the right to borrow money from banks or other financial institutions, or issue debt securities or preferred shares, in the future if it believes that market conditions would be conducive to the successful implementation of a leveraging strategy through borrowing money or issuing debt securities or preferred shares. See “Leverage.”

The use of leverage, if employed, is subject to numerous risks. When leverage is employed, the Trust’s net asset value (“NAV”), the market price of the Trust’s common shares and the yield to holders of the Trust’s common shares will be more volatile than if leverage was not used. For example, a rise in short-term interest rates, which currently are near historically low levels, generally will cause the Trust’s NAV to decline more than if the Trust had not used leverage. A reduction in the Trust’s NAV may cause a reduction in the market price of the Trust’s common shares. The Trust cannot assure you that the use of leverage will result in a higher yield on the Trust’s common shares. Any leveraging strategy the Trust may employ may not be successful. See “Risks—Leverage Risk.”

Limited Term and Eligible Tender Offer. In accordance with the Trust’s Agreement and Declaration of Trust, the Trust intends to dissolve as of the first business day following the twelfth anniversary of the effective date of the Trust’s initial registration statement, which the Trust currently expects to occur on or about [●] (the “Dissolution Date”); provided that the Board of Trustees of the Trust (the “Board”) may, by a vote of a majority of the Board and seventy-five percent (75%) of the Continuing Trustees, as defined below (a “Board Action Vote”), without shareholder approval, extend the Dissolution Date: (i) once for up to one year, and (ii) once for up to an additional six months, to a date up to and including eighteen months after the initial Dissolution Date (which date shall then become the Dissolution Date). Each holder of common shares would be paid a pro rata portion of the Trust’s net assets upon dissolution of the Trust. The Board may, by a Board Action Vote, cause the Trust to conduct a tender offer, as of a date within twelve months preceding the Dissolution Date (as may be extended as described above), to all common shareholders to purchase 100% of the then outstanding common shares of the Trust at a price equal to the NAV per common share on the expiration date of the tender offer (an “Eligible Tender Offer”). The Board has established that the Trust must have at least $200 million of aggregate net assets immediately following the completion of an Eligible Tender Offer to ensure the continued viability of the Trust (the “Dissolution Threshold”). In an Eligible Tender Offer, the Trust will offer to purchase all common shares held by each common shareholder; provided that if the payment for properly tendered common shares would result in the Trust having aggregate net assets below the Dissolution Threshold, the Eligible Tender Offer will be canceled, no common shares will be repurchased and the Trust will dissolve as scheduled. If an Eligible Tender Offer is conducted and the payment for properly tendered common shares would result in the Trust having aggregate net assets greater than or equal to the Dissolution Threshold, all common shares properly tendered and not withdrawn will be purchased by the Trust pursuant to the terms of the Eligible Tender Offer. Following the completion of an Eligible Tender Offer, the Board may, by a Board Action Vote, eliminate the Dissolution Date without shareholder approval and provide for the Trust’s perpetual existence. There is no guarantee that the Board will eliminate the Dissolution Date following the completion of an Eligible Tender Offer. The Board may, to the extent it deems appropriate and without shareholder approval, adopt a plan of liquidation at any time preceding the anticipated Dissolution Date, which plan of liquidation may set forth the terms and conditions for implementing the termination of the Trust’s existence, including the commencement of the winding down of its investment operations and the making of one or more liquidating distributions to common shareholders prior to the Dissolution Date. The Trust is not a so called target date or life cycle fund whose asset allocation becomes more conservative over time as its target date, often associated with retirement, approaches. In addition, the Trust is not a target term fund and thus does not seek to return the Trusts initial public offering price per common share upon dissolution of the Trust or in an Eligible Tender Offer. The final distribution of net assets per common share upon dissolution or the price per common share in an Eligible Tender Offer may be more than, equal to or less than the initial public offering price per common share.

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Re: New IPOs

Nuveen Muni Credit Opportunities Fund (NMCO) listed on NYSE yesterday.

https://www.businesswire.com/news/home/20190917005234/en/Nuveen-Municipal-Credit-Opportunities-Fund-...

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Re: New IPOs

Doubleline Yield Opportunities Fund

Preliminary prospectus


DoubleLine Yield Opportunities Fund (the “Fund”) is a newly organized, non-diversified, limited term closed-end management investment company with no operating history. This is the initial public offering of the Fund’s common shares and no public market exists for its common shares.

Investment objective. The Fund’s investment objective is to seek a high level of current income, capital appreciation, or both. The Fund cannot assure you that it will achieve its investment objective.

Principal investment strategies. The Fund will seek to achieve its investment objective by investing in a portfolio of investments selected for their potential to provide a high level of current income, capital appreciation, or both. The Fund may invest in debt securities and other income-producing investments of any credit quality and issued by issuers anywhere in the world, including in emerging markets. The Fund’s investment adviser, DoubleLine Capital LP (“DoubleLine” or the “Adviser”), allocates the Fund’s assets among sectors of the debt market, and among investments within those sectors, in an attempt to construct a portfolio providing the potential for a high level of current income and for capital appreciation consistent with what DoubleLine considers an appropriate level of risk in light of market conditions prevailing at the time.

No Prior History. Because the Fund is newly organized, its common shares of beneficial interest (the “Common Shares”) have no history of public trading. Shares of closed-end funds frequently trade at a significant discount from their net asset value, which creates a risk of loss for investors purchasing shares in the initial public offering. This risk is greater for investors who expect to sell their shares within a relatively short period after completion of the initial public offering.

The Fund anticipates that its Common Shares will be listed on the New York Stock Exchange, subject to notice of issuance, under the trading or “ticker” symbol “[●].”

Investment Adviser. The Fund’s investment adviser is DoubleLine Capital LP (“DoubleLine” or the “Adviser”). As of [●], DoubleLine had approximately $[●] billion in assets under management.

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Re: New IPOs

Preliminary prospectus


RiverNorth Flexible Municipal Income Fund, Inc.
Common Stock
$20.00 per Share

The Fund. RiverNorth Flexible Municipal Income Fund, Inc. (the “Fund”) is a newly organized, diversified, closed-end management investment company.

Investment Objectives. The Fund’s primary investment objective is current income exempt from regular U.S. federal income taxes (but which may be includable in taxable income for purposes of the Federal alternative minimum tax). The Fund’s secondary investment objective is total return. There is no assurance that the Fund will achieve its investment objectives.

Principal Investment Strategies. Under normal market conditions, the Fund will seek to achieve its investment objectives by investing, directly or indirectly, at least 80% of its Managed Assets (as defined below) in municipal bonds, the interest on which is, in the opinion of bond counsel to the issuers, generally excludable from gross income for regular U.S. federal income tax purposes, except that the interest may be includable in taxable income for purposes of the Federal alternative minimum tax (“Municipal Bonds”).

The Fund will seek to allocate its assets among the two principal investment strategies described below:

Tactical Municipal Closed-End Fund Strategy ([25% - 65%] of Managed Assets): This strategy will seek to (i) generate returns through investments in closed-end funds, exchange-traded funds and other investment companies (collectively, the “Underlying Funds”) that invest, under normal market conditions, at least 80% of their net assets, plus the amount of any borrowings for investment purposes, in Municipal Bonds, and (ii) derive value from the discount and premium spreads associated with closed-end funds that invest, under normal market conditions, at least 80% of their net assets, plus the amount of any borrowings for investment purposes, in Municipal Bonds.

Municipal Bond Income Strategy ([35% - 75%] of Managed Assets): This strategy seeks to capitalize on inefficiencies in the tax-exempt and tax-advantaged securities markets through investments in Municipal Bonds. Under normal market conditions, the Fund may not directly invest more than 25% of the Managed Assets allocated to this strategy in Municipal Bonds in any one industry or in any one state of origin, and the Fund may not directly invest more than 5% of the Managed Assets allocated to this strategy in the Municipal Bonds of any one issuer, except that the foregoing industry and issuer restrictions shall not apply to general obligation bonds and the Fund will consider the obligor or borrower underlying the Municipal Bond to be the “issuer.” The Fund may invest up to 30% of the Managed Assets allocated to this strategy in Municipal Bonds that pay interest that may be includable in taxable income for purposes of the Federal alternative minimum tax. The Fund can invest, directly or indirectly through Underlying Funds, in bonds of any maturity; however, under this strategy, it will generally invest in Municipal Bonds that have a maturity of five years or longer at the time of purchase.

No Prior History. Because the Fund is newly organized, the shares of the Fund’s common stock (the “Common Shares”) have no history of public trading. Common shares of closed-end funds frequently trade at prices lower than net asset value. The risk of loss due to this discount may be greater for initial investors expecting to sell their Common Shares in a relatively short period after the completion of this initial public offering. The Fund intends to list the Common Shares on the New York Stock Exchange (the “NYSE”), subject to notice of issuance. The trading or ticker symbol of the Common Shares is expected to be “RFM.”

 

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Re: New IPOs

Good info,thanks.
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